NRX Pharmaceuticals, Inc. - FORM S-1/A - EX-14 - FORM OF CODE OF ETHICS - November 14, 2017

Attached files

file filename
EX-10.8 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF BIG ROCK PARTNERS S - NRX Pharmaceuticals, Inc.brpa_ex108.htm
EX-99.8 - FORM OF NOMINATING COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex998.htm
EX-99.7 - FORM OF COMPENSATION COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex997.htm
EX-99.6 - FORM OF AUDIT COMMITTEE CHARTER - NRX Pharmaceuticals, Inc.brpa_ex996.htm
EX-99.5 - CONSENT OF TROY T. TAYLOR - NRX Pharmaceuticals, Inc.brpa_ex995.htm
EX-99.4 - CONSENT OF ALBERT G. REX - NRX Pharmaceuticals, Inc.brpa_ex994.htm
EX-99.3 - CONSENT OF STUART KOENIG - NRX Pharmaceuticals, Inc.brpa_ex993.htm
EX-99.2 - CONSENT OF MICHAEL FONG - NRX Pharmaceuticals, Inc.brpa_ex992.htm
EX-99.1 - CONSENT OF RICHARD BIRDOFF - NRX Pharmaceuticals, Inc.brpa_ex991.htm
EX-23.1 - CONSENT OF MARCUM LLP - NRX Pharmaceuticals, Inc.brpa_ex231.htm
EX-10.9 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS, DIRECTORS AND SPECIAL ADVISORS - NRX Pharmaceuticals, Inc.brpa_ex109.htm
EX-10.7 - PROMISSORY NOTE, DATED AS OF SEPTEMBER 26, 2017, IN FAVOR OF RICHARD ACKERMAN - NRX Pharmaceuticals, Inc.brpa_ex107.htm
EX-10.6 - SECURITIES SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 26, 2017, BETWEEN THE REGISTR - NRX Pharmaceuticals, Inc.brpa_ex106.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT - NRX Pharmaceuticals, Inc.brpa_ex105.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND THE INITIAL STOCK - NRX Pharmaceuticals, Inc.brpa_ex104.htm
EX-10.3 - FORM OF STOCK ESCROW AGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFE - NRX Pharmaceuticals, Inc.brpa_ex103.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - NRX Pharmaceuticals, Inc.brpa_ex102.htm
EX-10.1C - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101c.htm
EX-10.1B - FORM OF LETTER AGREEMENT FOR EACH OF THE REGISTRANT'S OTHER OFFICERS AND DIRECTO - NRX Pharmaceuticals, Inc.brpa_ex101b.htm
EX-10.1A - FORM OF LETTER AGREEMENT FOR THE REGISTRANT'S SPONSOR - NRX Pharmaceuticals, Inc.brpa_ex101a.htm
EX-5.1 - OPINION OF AKERMAN LLP - NRX Pharmaceuticals, Inc.brpa_ex51.htm
EX-4.7 - FORM OF UNIT PURCHASE OPTION - NRX Pharmaceuticals, Inc.brpa_ex47.htm
EX-4.6 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - NRX Pharmaceuticals, Inc.brpa_ex46.htm
EX-4.5 - FORM OF RIGHT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND R - NRX Pharmaceuticals, Inc.brpa_ex45.htm
EX-4.4 - SPECIMEN WARRANT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex44.htm
EX-4.3 - SPECIMEN RIGHT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex43.htm
EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex42.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - NRX Pharmaceuticals, Inc.brpa_ex41.htm
EX-3.4 - ARTICLES OF INCORPORATION / BYLAWS - NRX Pharmaceuticals, Inc.brpa_ex34.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRX Pharmaceuticals, Inc.brpa_ex32.htm
EX-1.2 - LETTER AGREEMENT BETWEEN THE REGISTRANT AND EARLYBIRDCAPITAL - NRX Pharmaceuticals, Inc.brpa_ex12.htm
EX-1.1 - UNDERWRITING AGREEMENT - NRX Pharmaceuticals, Inc.brpa_ex11.htm
S-1/A - REGISTRATION STATEMENT AMENDMENT NO. 1 - NRX Pharmaceuticals, Inc.brpa_s1a.htm
 
 
Exhibit 14
 
FORM OF CODE OF ETHICS
OF
BIG ROCK PARTNERS ACQUISITION CORP.
 
 
1.
Introduction
 
The Board of Directors (the “Board”) of Big Rock Partners Acquisition Corp. has adopted this code of ethics (this “Code”), which is applicable to all directors, officers and employees (each a “person,” as used herein) of the Company (as defined below), to:
 
●
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
●
promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company; 
 
●
promote compliance with applicable governmental laws, rules and regulations;  
 
●
deter wrongdoing; and 
 
●
require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
 
This Code may be amended or modified by the Board. In this Code, references to the “Company” mean Big Rock Partners Acquisition Corp. and, in appropriate context, the Company’s subsidiaries, if any.
 
 
2.
Honest, Ethical and Fair Conduct
 
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
 
Each person must:
 
●
Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;
 
●
Observe all applicable governmental laws, rules and regulations;
 
●
Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;
 
●
Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
 
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Deal fairly with the Company’s customers, suppliers, competitors and employees;
 
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Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
 
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Protect the assets of the Company and ensure their proper use; and
 
 
 
 
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Disclose conflicts of interest and only enter into “related-party transactions” under guidelines or resolutions approved by the Board (or the appropriate committee of the Board). For purposes of this Code, “related-party transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company’s shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following:
 
●
any significant ownership interest in any supplier or customer;
 
●
any consulting or employment relationship with any supplier or customer;
 
●
the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
 
●
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell;
 
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any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
 
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any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole.
 
 
3.
Disclosure
 
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
 
●
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
 
●
in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
 
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
 
Each person must promptly bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
 
 
4.
Compliance
 
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.
 
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5.
Reporting and Accountability
 
The Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly. Failure to do so is, in and of itself, a breach of this Code.
 
Specifically, each person must:
 
●
Notify the Chairman of the Board promptly of any existing or potential violation of this Code; and
 
●
Not retaliate against any other person for reports of potential violations that are made in good faith.
 
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
 
●
The Board will take all appropriate action to investigate any breaches reported to it; and
 
●
Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
 
No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
 
 
6.
Waivers and Amendments
 
Any waiver (defined below) or implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions, or any amendment (as defined below) to this Code is required to be disclosed in a Current Report on Form 8-K filed with the SEC. In lieu of filing a Form 8-K to report any such waivers or amendments, the Company may provide such information on its website, in the event that it establishes one in the future, and keep such information on the website for at least 12 months and disclose the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.
 
A “waiver” means the approval by the Company’s Board of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
 
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
 
 
7.
Other Policies and Procedures
 
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
 
 
8.
Inquiries
 
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary, or such other compliance officer as shall be designated from time to time by the Company.
 
 
 
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